Non-Passenger Train Licence

granted to

[ ]

Reference Number: UK 03 [YEAR] [XXXX]

# Table of contents

| Part I - Scope | PAGE | |----------------|------| | | 1 |

| Part II - Interpretation | PAGE | |--------------------------|------| | | 2 |

| Part III - Conditions | PAGE | |-----------------------|------| | Condition 1: Insurance Against Third Party Liability | 4 | | Condition 2: Claims Allocation and Handling | 5 | | Condition 8: RSSB Membership | 6 | | Condition 9: Safety and standards | 7 | | Condition 10: Environmental Matters | 8 | | Condition 11: Payment of Fees | 9 | | Condition 12: Change of Control | 10 |

| Part IV - Revocation | PAGE | |----------------------|------| | | 11 |

Note: Conditions 3 – 7 are not used in this licence. Part I - Scope

1. The Office of Rail and Road ("ORR"), in exercise of the powers conferred by section 8 of the Railways Act 1993 (as amended) ("the Act"), hereby grants to [name of licensee], company registration number [number], ("the licence holder") a licence authorising the licence holder:

(a) to be the operator of trains being used on a network otherwise than for the purpose of carrying passengers by railway;

(b) to be the operator of trains being used on a network for a purpose preparatory or incidental to, or consequential on, using a train as mentioned in (a) above; and

(c) to be the operator of trains being used on a network for the purpose of assisting other operators of railway assets

subject to the Conditions set out in Part III.

2. This licence shall come into force on [date] and shall continue in force unless and until revoked in accordance with Part IV.

[Date] Signed by authority of the Office of Rail and Road Part II - Interpretation

1. In this licence:

“comply” is to be interpreted in accordance with ORR’s most recently published licensing guidance.

“control” (a) A person is taken to have control of the licence holder if he exercises, or is able to exercise or is entitled to acquire, direct or indirect control over the licence holder’s affairs, and in particular if he possesses or is entitled to acquire:

(i) 30% or more of any share capital or issued share capital of the licence holder or of the voting power in the licence holder; or

(ii) such part of any issued share capital of the licence holder as would, if the whole of the income of the licence holder were in fact distributed among the participators (without regard to any rights which he or any other person has as a loan creditor), entitle him to receive 30% or more of the amount so distributed; or

(iii) such rights as would, in the event of the winding-up of the licence holder or in any other circumstances, entitle him to receive 30% or more of the assets of the licence holder which would then be available for distribution among the participators.

(b) Subsections (4) to (6) of section 416 of the Income and Corporation Taxes Act 1988, and the legislative provisions referred to in those subsections, apply to the interpretation of paragraph (a) in the same way that they apply to the interpretation of subsection (2) of section 416 of that Act. “licensed activities” means things authorised to be done by the licence holder in its capacity as operator of trains pursuant to this licence.

“RSSB” means Rail Safety and Standards Board Limited (a company limited by guarantee and registered in England and Wales under number 04655675), and its successors and assigns.

2. Any reference in this licence to a numbered paragraph is a reference to the paragraph bearing that number in the Condition in which the reference occurs.

3. In interpreting this licence, headings shall be disregarded.

4. Where in this licence the licence holder is required to comply with any obligation within a specified time limit, that obligation shall be deemed to continue after that time limit if the licence holder fails to comply with that obligation within that time limit.

5. Where in this licence there is a provision for ORR or the Secretary of State to give consent, such consent may be given subject to conditions.

6. The Interpretation Act 1978 shall apply to this licence as if it were an Act.

7. The provisions of section 149 of the Act shall apply for the purposes of the service of any document pursuant to this licence.

8. Unless the context otherwise requires, terms and expressions defined in the Act and the Railways Act 2005 shall have the same meanings in this licence. Part III - Conditions

Condition 1: Insurance Against Third Party Liability

01. The licence holder shall, in respect of licensed activities, maintain insurance against third party liabilities in accordance with any relevant ORR general or specific approval, as amended from time to time. Condition 2: Claims Allocation and Handling

02. The licence holder shall, except in so far as ORR may otherwise consent, at all times be a party to and comply with such agreements or arrangements (as amended from time to time) relating to:

    (a) the handling of claims against operators of railway assets; and

    (b) the allocation of liabilities among operators of railway assets

    as may have been approved by ORR.

03. Except with the consent of ORR, the licence holder shall not, in relation to any of the agreements or arrangements described in paragraph 1 (the “relevant claims handling arrangements”), enter into any agreement or arrangement with any other party to the relevant claims handling arrangements:

    (a) under which the licence holder agrees not to exercise any rights which it may have under any of the relevant claims handling arrangements; or

    (b) varying the relevant claims handling arrangements

    other than as provided for under the terms of the relevant claims handling arrangements. Condition 8: RSSB Membership

04. If the licence holder’s annual turnover has never exceeded £1 million and the licence holder is not a franchise operator, paragraphs 2 and 3 shall not have effect until the licence holder’s annual turnover exceeds £1 million for the first time. The licence holder shall provide ORR with such information in respect of its annual turnover as ORR may from time to time require.

05. With effect from the date of the coming into force of this licence, except where ORR consents otherwise, the licence holder shall: (a) become and thereafter remain a member of RSSB; (b) comply with its obligations under the Constitution Agreement and the articles of association of RSSB; and (c) exercise its rights under the Constitution Agreement and the articles of association of RSSB so as to ensure that RSSB shall act in accordance with the Constitution Agreement.

06. With effect from the date of the coming into force of this licence, the licence holder shall comply with the Railway Group Standards Code prepared by RSSB.

07. When a licence holder first becomes subject to the obligations in paragraphs 2 and 3 his rights, obligations and liabilities associated with such membership shall commence on the same day, and the licence holder shall complete the formal and legal documentation associated with such membership within three months of that date.

08. In this Condition: “franchise operator” includes an operator of last resort, under section 30 of the Act. Condition 9: Safety and standards

09. The licence holder shall comply with:

    (a) such Railway Group Standards as are applicable to its licensed activities; and

    (b) subject to paragraph 2, such Rail Industry Standards (or parts thereof) as are applicable to its licensed activities.

10. The licence holder is not required to comply with an applicable Rail Industry Standard (or part thereof) where:

    (a) it has, following consultation with such persons as it considers are likely to be affected, identified an equally effective measure which will achieve the purpose of the standard; and

    (b) it has adopted and is complying with that measure.

11. In this Condition:

    “Railway Group Standards” means standards authorised pursuant to the Railway Group Standards Code prepared by RSSB; and

    “Rail Industry Standards” has the meaning set out in the Standards Manual, established by RSSB. Condition 10: Environmental Matters

12. The licence holder shall establish a written policy designed to protect the environment from the effect of licensed activities, together with operational objectives and management arrangements (together “the environmental arrangements”).

13. The environmental arrangements shall:

    (a) take due account of any relevant guidance issued by ORR;

    (b) be effective within six months beginning with the day on which this licence comes into force; and

    (c) be reviewed by the licence holder periodically, and otherwise as appropriate.

14. Nothing contained in paragraph 1 shall oblige the licence holder to undertake any action that entails excessive cost taking into account all the circumstances, including the nature and scale of operations of the type carried out by the licence holder.

15. The licence holder shall, upon establishment and any material modification of the environmental arrangements, promptly send ORR a current copy of the policy together with a summary of the operational objectives and management arrangements.

16. The licence holder shall act with regard to the policy and operational objectives and use its reasonable endeavours to operate the management arrangements effectively. Condition 11: Payment of Fees

17. In respect of the year beginning on 1 April [current financial year] and in each subsequent year, the licence holder shall render to ORR a payment which is the aggregate of the following amounts:

    (a) the annual fee applicable to this licence, as determined by ORR; and

    (b) an amount which shall represent a fair proportion as determined by ORR of the amount estimated by ORR (in consultation with the Competition and Markets Authority) as having been incurred in the calendar year immediately preceding the 1 April in question by the Competition and Markets Authority in connection with references made to it under section 13 of the Act with respect to this licence or any class of licence of which ORR determines that this licence forms part.

18. The payment shall be rendered by the licence holder within such time as ORR may require, being not less than 30 days beginning with the day on which ORR gives notice to the licence holder of its amount. Condition 12: Change of Control

19. The licence holder shall, if any person obtains control of the licence holder, notify ORR as soon as practicable thereafter. Part IV - Revocation

20. ORR may (after having consulted the appropriate franchising authority where the licence holder is a franchise operator) revoke this licence at any time if agreed in writing by the licence holder.

21. ORR may (after having consulted the appropriate franchising authority where the licence holder is a franchise operator) revoke this licence by not less than three months notice to the licence holder:

    (a) if a final order has been made, or a provisional order has been confirmed under section 55 of the Act, in respect of any contravention or apprehended contravention by the licence holder of any Condition, and the licence holder does not comply with the order within a period of three months beginning with the day on which ORR gives notice to the licence holder stating that this licence will be revoked pursuant to this term if the licence holder does not so comply; provided that ORR shall not give any such notice before the expiration of the period within which an application could be made under section 57 of the Act in relation to the order in question or before any proceedings relating to any such application are finally determined;

    (b) if the licence holder has not commenced carrying on licensed activities within one year beginning with the day on which this licence comes into force or if the licence holder ceases to carry on licensed activities for a continuous period of at least one year;

    (c) if the licence holder is convicted of an offence under section 146 of the Act in making its application for this licence; or

    (d) if a person obtains control of the licence holder and:

    (i) ORR has not approved such obtaining of control;

    (ii) within one month of that obtaining of control coming to the notice of ORR, ORR serves notice on the licence holder stating that ORR proposes to revoke this licence in pursuance of this paragraph unless the person who has obtained control of the licence holder ceases to have control of the licence holder within the period of three months beginning with the day of service of the notice; and

(iii) that cessation of control does not take place within that period.

3. ORR may (after having consulted the appropriate franchising authority where the licence holder is a franchise operator) revoke this licence by not less than 10 years’ notice, such notice not to be given earlier than 25 years after the date this licence takes effect.